分子生物科技有限公司美股招股说明书(2025-10-03版)

Up to 64,864,864 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders (the “Selling Stockholders”) identifiedin this prospectus under the caption “Selling Stockholders,” of up to 64,864,864 shares of our common stock upon the exercise ofcertain warrants with an exercise price of $0.55 per share (the “Warrants”) issued to the Selling Stockholders in a warrantinducement transaction. See “Prospectus Summary – August 2025 Warrant Inducement Offer” for additional information regarding the Warrants. We are paying the cost of registering the shares of common stock covered by this prospectus as well as various relatedexpenses. Each Selling Stockholder is responsible for all selling commissions, transfer taxes and other costs related to the offer andsale of its shares. Our common stock is listed on the Nasdaq Stock Market and traded under the symbol “MBRX.” On September 16, 2025,the closing price of the common stock, as reported on Nasdaq was $0.38per share. There is no established public trading marketfor the Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the Warrants onany national securities exchange. Youshould read this prospectus,together with additional information described under the headings“Incorporation of Certain Information by Reference”and“Where You Can Find More Information,”carefully before youinvest in any of our securities. Investing in our securities involves a high degree of risk. See the section entitled“Risk Factors”beginning on page6 of this prospectus for a discussion of risks that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is acriminal offense. The date of this prospectus isSeptember 30, 2025 Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONEXPERTSLEGAL MATTERSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission (the“SEC”) pursuant to which the Selling Stockholders named herein may, from time to time, offer and sell or otherwise dispose of theshares of our common stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registrationstatement filed by us includes additional information not contained in this prospectus. This prospectus and the documents incorporated by reference into this prospectus include important information about us,the securities being offered and other information you should know before investing in our securities. You should not assume thatthe information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of thisprospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the documentincorporated by reference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of ona later date. It is important for you to read and consider all information contained in this prospectus, including the documentsincorporated by reference therein, in making your investment decision. You should also read and consider the information in thedocuments to which we have referred you under “Where You Can Find More Information” and “Incorporation of CertainInformation by Reference” in this prospectus. You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference inthis prospectus. We have not, and the Selling Stockholders have not, authorized anyone to give any information or to make anyrepresentation to you other than those contained or incorporated by reference in this prospectus. If anyone provides you withdifferent or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell or thesolicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitationin such jurisdiction. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibitto any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to suchagreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not bedeemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurateonly as of the date when m